UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

Amendment #1#2


 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period endedDecember 31, 2015


 

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ______________ to _______________


Commission file number333-174759

[emsf10qa2_123115apg001.jpg]

EMS FIND, INC.

(Exact Name of Registrant as Specified in Its Charter)


 

 

 

 

 

Nevada

 

42-1771342

(State or Other Jurisdiction of Incorporation or Organization)

 

 

(I.R.S. Employer Identification No.)

10745 Haldeman Avenue, Philadelphia, PA

 

19116

(Address of principal executive offices)

 

(Zip Code)

 

 

 

(215) 677-0200

(Registrant's Telephone Number, Including Area Code)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  

[X]  ] Yes [   ][X] No


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [   ]   No[X]No  [X]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. (Check One):

  

 

 

Large accelerated filer [   ]

Accelerated filer [   ]

Non-accelerated filer [   ]

Smaller reporting company [X]

(Do not check if a smaller reporting company)

 


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [   ]   No [X]


The number of shares issued, issuable, and outstanding of the issuer's common stock, $0.001 par value per share, was 29,076,715 as of February 15, 2016.








EXPLANATORY NOTE


The purpose of this Amendment No. 12 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 2015, filed with the Securities and Exchange Commission on February 26, 2016, is solely to furnish Exhibit 101correct the cover sheet in regards to the Form 10-Q in accordance with Rule 405box checked for:


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of Regulation S-T. Exhibit 101the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to this report providesfile such reports), and (2) has been subject to such filing requirements for the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).past 90 days.


This Amendment No. 12 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, and does not reflect events that may have occurred subsequent to the original filing date.


Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.








ITEM 6.  EXHIBITS.


(a)

Exhibits.


Exhibit

Number

Description of Exhibit

Filing

3.1

Articles of Incorporation

Filed with the Form S-1 Registration on June 7, 2011 and incorporated herein by reference.

3.2

Bylaws

Filed with the Form S-1 Registration on June 7, 2011 and incorporated herein by reference.

4.1

Stock Certificate of Lightcollar (Specimen)

Filed with the Form S-1 Registration on June 7, 20111 and incorporated herein by reference.

5.1

Legal Opinion

Filed with the Form S-1 Registration on June 7, 2011 and incorporated herein by reference.

10.1

Informal Agreement with Officer

Filed with the Form S-1 Registration on June 7, 2011 and incorporated herein by reference.

23.1

Consent of Independent Accountant

Filed with the Form S-1 Registration on June 7, 2011 and incorporated herein by reference.

23.2

Consent of Counsel

Filed with the Form S-1 Registration on June 7, 2011 and incorporated herein by reference.

99.1

Stock Subscription Agreement (Sample)

Filed with the Form S-1 Registration on June 7, 2011 and incorporated herein by reference.

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith.

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith.

32.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Filed herewith.

32.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Filed herewith.

101.INS

XBRL Instance Document*

101.SCH

XBRL Taxonomy Extension Schema*

101.CAL

XBRL Taxonomy Extension Calculation Linkbase*

101.DEF

XBRL Taxonomy Extension Definition Linkbase*

101.LAB

XBRL Taxonomy Extension Label Linkbase*

101.PRE

XBRL Taxonomy Extension Presentation Linkbase*


*Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.




SIGNATURES


In accordance with the requirements of the Exchange Act, the Company has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

 

 

 

 

EMS FIND, INC.

 

 

Dated: February 29,March 1, 2016

BY:

/s/ Steve Rubakh

 

 

 

Steve Rubakh

 

 

President and Chief Executive Officer, and

Principal Financial Officer